Neiman Marcus 2002 Annual Report Download - page 98

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Agreement shall constitute a waiver or abandonment of any such rights or defense to enforcement of such rights.
6. If the provisions of paragraphs 2 or 3 of this Agreement are ever deemed by a court to exceed the limitations permitted by
applicable law, Executive and Bergdorf agree that such provisions shall be, and are, automatically reformed to the maximum
limitations permitted by such law.
7. This Agreement contains the entire agreement between the parties and supersedes all prior agreements and understandings,
oral or written, with respect to the ending of Executive's at-will employment and the subject matter of this Agreement, including the
2000 Agreement, which is hereby terminated. This Agreement may not be changed orally. It may be changed only by written
agreement signed by the party against whom any waiver, change, amendment, modification or discharge is sought to be enforced.
This Agreement is to be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any
provision of this Agreement shall be determined by a court to be invalid or unenforceable, the remaining provisions of this Agreement
shall not be affected thereby, shall remain in full force and effect, and shall be enforceable to the fullest extent permitted by applicable
law.
8. The validity, performance and enforceability of this Agreement shall be determined and governed by the laws of the State of
New York, without regard to its conflict of laws principles. Bergdorf and Executive agree that the exclusive forum for any action
concerning this Agreement shall be in a court of competent jurisdiction in New York County, New York, with respect to a state court,
or the United States District Court for the Southern District of New York, with respect to a federal court. EXECUTIVE HEREBY
CONSENTS TO THE EXERCISE OF JURISDICTION OF A COURT IN THE EXCLUSIVE FORUM AND WAIVES ANY
RIGHT HE MAY HAVE TO CHALLENGE OR CONTEST THE REMOVAL AT ANY TIME BY BERGDORF TO FEDERAL
COURT OF ANY SUCH ACTION HE MAY BRING AGAINST IT IN STATE COURT. EXECUTIVE AND BERGDORF
FURTHER HEREBY MUTUALLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING THIS
AGREEMENT.
9. Executive's promises and obligations under this Agreement shall survive the end of his employment with Bergdorf, and such
promises and obligations shall inure to the benefit of any Affiliates, subsidiaries, divisions, successors, or assigns of Bergdorf.
BERGDORF GOODMAN, INC.
/s/ Ronald L. Frasch By: /s/ Marita O'Dea
RONALD L. FRASCH
7